Tekdata Interconnections v Amphenol [2009]
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Tekdata Interconnections Ltd v Amphenol Ltd [2009] EWCA Civ 1209 is another case in the context of a battle of forms, addressing the question of whose terms and conditions govern a contract. The case provides an exception to the general rule that the last shot in the battle of forms prevails.
The buyer sent a purchase order containing its own terms and conditions. The seller sent an acknowledgment, including its terms and conditions. The buyer received the goods. The High Court initially held that the contract was on the buyer's terms. The central issue was whether the terms of the buyer or the seller applied to the contract.
The Court of Appeal allowed the appeal, determining that the terms of the seller applied as it was the last shot fired in the battle of forms. The Court acknowledged the general rule that, in a battle of forms, the last set of terms sent and not objected to by the parties would prevail. An exception to the general rule exists when the court finds that it was the common intention of the parties that a different set of terms should apply.
Longmore LJ emphasised that the traditional offer and acceptance analysis should be adopted unless the documents and conduct of the parties clearly indicate a common intention for different terms to prevail. He noted that if it is clear that neither party intended the seller's terms to apply and both intended the buyer's terms to apply, then it is possible for the buyer's terms to be considered.
Dyson LJ emphasised that the rules governing contract formation are grounded in the concepts of offer and acceptance. While exceptions may exist, the general rule should be applied to provide certainty in commercial relationships. The decision aligns with the precedent established in Butler Machine Tool v Ex-Cell-O Corp [1979], emphasising the importance of considering the common intention of the parties.
Overall, Tekdata Interconnections v Amphenol reinforces the principle that, in a battle of forms, the general rule is that the last set of terms governs unless there is evidence of a common intention between the parties for different terms to apply.
The buyer sent a purchase order containing its own terms and conditions. The seller sent an acknowledgment, including its terms and conditions. The buyer received the goods. The High Court initially held that the contract was on the buyer's terms. The central issue was whether the terms of the buyer or the seller applied to the contract.
The Court of Appeal allowed the appeal, determining that the terms of the seller applied as it was the last shot fired in the battle of forms. The Court acknowledged the general rule that, in a battle of forms, the last set of terms sent and not objected to by the parties would prevail. An exception to the general rule exists when the court finds that it was the common intention of the parties that a different set of terms should apply.
Longmore LJ emphasised that the traditional offer and acceptance analysis should be adopted unless the documents and conduct of the parties clearly indicate a common intention for different terms to prevail. He noted that if it is clear that neither party intended the seller's terms to apply and both intended the buyer's terms to apply, then it is possible for the buyer's terms to be considered.
Dyson LJ emphasised that the rules governing contract formation are grounded in the concepts of offer and acceptance. While exceptions may exist, the general rule should be applied to provide certainty in commercial relationships. The decision aligns with the precedent established in Butler Machine Tool v Ex-Cell-O Corp [1979], emphasising the importance of considering the common intention of the parties.
Overall, Tekdata Interconnections v Amphenol reinforces the principle that, in a battle of forms, the general rule is that the last set of terms governs unless there is evidence of a common intention between the parties for different terms to apply.
